Registering a company - what to do

by The FindLaw Team

How to incorporate

Holding a meeting - Previously unincorporated associations

An unincorporated association wanting to apply for incorporation must first hold a general meeting of members. The members must be given 21 days written notice informing them that the meeting will consider special resolutions for:

adopting a constitution suitable for incorporation, and

appointing a person to apply for incorporation on behalf of the group.

At the meeting:

a quorum must be present, and

at least three-quarters of those who vote mustapprove the special resolutions.

New associations

The procedure is the same for a group of five or more people who wish to incorporate an association that has not previously existed as an unincorporated association, except that a formation meeting (rather than a general meeting) must be held, and the business of the meeting will be to:

approve a constitution

nominate two or more people to serve on the first committee, and

authorise a person to apply for incorporation.

Lodging the application

The following forms must be lodged with the office of Fair Trading:

the completed application for incorporation (form 1) and $105

the reservation of name form (form 3) and

$45 (if a name has not already been reserved for the group – see Registration of names on page 236 for more information on this.

the approved objects and rules of the association, unless the model rules are used(see Rules below).

The forms are available from the Office of Fair Trading.

Reserving a name

Names can be reserved with the Office of Fair Trading for three months, and this is advisable.

The certificate of incorporation

Once the application has been lodged, checked and approved, the Office of Fair Trading issues a certificate of incorporation. If the application is unsuccessful If the application is unsuccessful, the group is told why. If there is a problem with the rules, the group must call another meeting to pass further special resolutions to amend the rules.

After incorporation checklist

After the certificate of incorporation has been issued, the association must:

obtain a common seal (a rubber stamp showing the association’s full name, which must include the word ‘Incorporated’ or ‘Inc’)

open a bank account in the association’s name (the bank will usually require a copy of the rules and wish to see the original certificate of incorporation)

set up books to record the association’s financial transactions, a register of members and committee members, and a folder or book to keep minutes

arrange for property registered in trustees’ names to be transferred to the name of the association

check contracts agreed on by committee members or members before incorporation, for ratification

decide on the association’s financial year (if it is not already fixed by the rules)

register with the Tax Office.

Registered numbers

Although incorporated associations are given a registered number on incorporation, it is not necessary to display this number next to the association’s name. This is not an Australian company number, which all companies must display (see Incorporating as a company limited by guarantee on page 231). Incorporated associations are only required to display a number if theyhave been issued with an Australian registered body number by the Australian Securities and Investments Commission. A separate application is required for an Australian registered body number.